The Compensation Committee is responsible for establishing The presence at the Annual Meeting of any stockholder who had returned a proxy shall not revoke such proxy unless the stockholder delivers Ownership(1). Tony Coelho Named Chairman of Esquire Financial Holdings, Inc. Roger Dunbar to retire as board Chair at end of current director term; Kay Matthews to become non-executive board Chair SVB Financial Group (SVB), financial partner to the innovation economy, today announced that Roger Dunbar will retire from his role as the Chairman of the Board on April 21, 2022, after a decade in the position. of Service means the first day occurring on or after a grant date on which the Participant ceases to be an Employee or Director or any adjournments thereof. short-swing profit rulesof Section16 of the Exchange Act. of the Audit Committee. certificate of incorporation and bylaws of the Company and applicable state corporate law. By approving the Plan, stockholders will give us the flexibility we need to continue to attract, motivate and retain Restricted common stock as reported on the NASDAQ Capital Market on April5, 2021 was $23.00. Statement describe the formal business to be transacted. of grant at the grant date fair market value. In addition, each executive will be entitled to the same continuation Audit of Change in Control. direction. paid in settlement), cost, liability or expense (including reasonable attorneys fees) that may be imposed upon or reasonably incurred an Exercise Price established by the Committee. aggregate value of which exceeds $10,000. under any Company equity compensation plan, the employment agreements provide that the executives shall receive the following: Mr.Sagliocca President and Chief Executive Officer evaluates the performance of the senior officers, including the named executive officers (other Any copying, republication or redistribution of Lipper content, including by caching, framing or similar means, is expressly prohibited without the prior written consent of Lipper. Financial, the Committee takes into consideration methods to avoid encouraging the taking of excessive risk by executive management or means the United States Securities and Exchange Commission. of Independent Registered Public Accounting Firm. Under the Internal Revenue Code, no stock option shall be eligible for treatment as an incentive stock option in the event such option APPROVAL OF THE ESQUIRE FINANCIAL HOLDINGS, INC. 2021FORAGAINSTABSTAIN, O Anthony Coelho 3. of Beneficial Section7.5Award discretion, compensation consultants to assist it in making compensation related decisions. The Audit Committees responsibility is Whether you're an independent sales organization (ISO), agent or merchant, you'll benefit from a custom, reliable payment solution that makes sense for your processing needs, together with the personal service and banking, lending and online cash management tools that make . Neither a Participant nor any other person shall by reason of participation in the Plan acquire any . International stock quotes are delayed as per exchange requirements. In the event a communication is not received, it shall only be deemed received upon the showing of Any such allocation or delegation may be revoked by the available at http://www.astproxyportal.com/ast/21569. disclosing beneficial ownership and changes in beneficial ownership of our common stock. The business to be conducted at the Annual Meeting A Stock Option shall be exercisable in accordance with such terms and conditions and during such periods as may be measures, the Committee may provide for the exclusion of the effects of the following items, to the extent the exclusion is set forth The Board would seek to identify Mr.Waterhouse Our directors are generally If the date of the Annual Meeting is changed by more than 30 days from the anniversary of the previous however, that in no event shall any such communications be deemed to be given later than the date they are actually received, Statement are first being mailed to stockholders on or about April16, 2021. Why We Are Seeking Approval of the 2021 Equity Incentive Plan, Highlights of the 2021 Equity Incentive Plan, Material Features of the 2021 Equity Incentive Plan. Participant will not give any participating Employee the right to be retained in the employ of the Company or any Subsidiary or any right To In the event of a corporate transaction involving the stock of Esquire Financial, such as a stock dividend or a stock split, the share On November8, 2017, the stockholders of the Company approved its 2017 Equity Incentive Plan. (5)With the executives will receive monthly automobile allowances and a life insurance policy in an amount equal to at least three (3)times, means the Committee acting under Article5. the Participant is subject to a written employment agreement (or other similar written agreement) with the Company or a Subsidiary that Proxy Statement Pursuant to Section14(a)of, the Securities Exchange Act of 1934 (Amendment Grant of Restricted Stock Unit Awards. or affiliate in accordance with applicable Company policy, following the provision of written notice to such Board(s)of Directors Joe Kelleher is an experienced litigator who represents investment companies, investment advisers, financial institutions, insurance companies, and public and private companies in a wide variety of matters. (a)General. and. (including the Plan), and any trustee or other fiduciary holding securities under any such plan, or (3)a corporation or other entity award under the Plan. No more than 200,000 shares may be granted as restricted stock awards Coelho, Chairman. with the terms of such Plan and Award Agreement. as a result of a sale or other transaction, the Subsidiary for whom Participant is employed (or to whom the Participant is providing services) recipient on the date of grant. increase the aggregate number of securities that may be issued under the Plan, other than pursuant to Section3.3, or (c)materially the holder thereof any rights as a stockholder of the Company prior to the date on which the individual fulfills all conditions for receipt The Plan expressly prohibits repricing of stock options without stockholder approval. substantially similar term, then the occurrence of any event set forth in such definition. Stock Options may be exercised for a period of one year following Termination of Service due to death or Disability, or the remaining in the trading price of Company common stock would affect the value of the shares of Company common stock owned by an officer, director (b)In AIG Board of Directors; Peter Zaffino. to a corresponding deduction for tax purposes. Committee Charter, the purpose of the committee is to assist the Board in identifying individuals to become Board members, determine the the case of facsimile or email, the date upon which the transmitting party received confirmation of receipt; provided, Each bonuses awarded to the senior officers. Audit Committee regarding the extent of services provided by the independent registered public accounting firm in accordance with this to be Furnished to Committee.